LOST TRANSFER DEEDS
Sometimes it is found that the transfer documents sent to companies is lost, say, in transit.[1] In such a case, the provision to section 56(1)[2] of the Act states that where the instrument of transfer has been lost or the instrument of transfer has not been conveyed inside the endorsed period, the company may register the transfer on such terms as to indemnity as the Board may think fit. The Board of directors of the company ought to be fulfilled that the instrument of transfer marked by or for the benefit of the transferor and by or for the benefit of the transferee has been lost. The evidence might be as an affirmation from the transferor or the transferee and supported by the purchase or sale note of the broker and the registration receipt issued by the postal experts.[3]
Furthermore, the Board can take an indemnity on such terms as it might think fit to defend its position and after that company may register the transfer.
DELEGATION OF POWERS FOR TRANSFER
It is the articles of the company which approve the Board of directors to acknowledge or decline transfer of securities, at their carefulness. The Board further has the ability to delegate all or any of their powers to any of the directors of the company or any person even not in the employment of the company.[4] Subsequently, the articles of association ought to approve the Board of directors to designate the powers suitably. Just in the case of refusal to register a transfer, the directors are required to practice their discretion.
TRANSFER OF DEBENTURES
In the case of transfer of debentures, a legitimate instrument of transfer properly stamped, dated and executed by or for the benefit of the transferor and the transferee ought to be conveyed to the company by the transferor or transferee inside a time of sixty days from the date of execution alongside the certificate identifying with the debentures or if no such certificate is in presence with the letter of allotment of debentures.[5]
Stamp duty is payable for transfer of debentures and the obligation differs from State to State, as explained above. Subsequent to enlisting the exchange, the particulars thereof must be recorded in the Debenture Transfer Register and ought to be initialed by the proper specialist. In the wake of making fitting supports, the debenture declaration might be sent to the gathering concerned
TRANSFER OF SHARES TO A MINOR
In India, a minor is not skillful to go into any contract, as under Section 11 of the Indian Contract Act, 1872, a person who has accomplished the time of larger part is just capable to contract. Since a minor can’t go into an contract or agreement aside from through a guardian, and since according to Section 153, no notice can be taken of the way that the guardian holds a share in trust for a minor, it takes after that his name can’t be entered in the Register of Members and in this manner, he can’t turn into an person from an company. There is, no objection in law to the guardian of a minor going into an agreement in the interest of a minor, by excellence of the statutory right gave on the guardian of a minor under Section 8 read with Section 4 to 6 of the Hindu Minority and Guardianship Act, 1956.[6] Since Section 56 of the Companies Act, 2013 empowers execution of exchange deed by or for the benefit of the transferor or the transferee, the exchange deed can be executed by a minor through his characteristic guardian as transferee, and the agreement so went into by a minor through his regular guardian is an official and valid contract under Section 8 of the Hindu Minority and Guardianship Act, 1956.[7]
TRANSFER OF SHARES TO PARTNERSHIP FIRM
A firm is not a person and in that capacity is not qualified for apply for membership. “The Department of Company Affairs (Now, Ministry of Corporate Affairs) has in its Circular No. 4/72 dated 9.2.1972 stated that a firm not being a person cannot be registered as a member of a company except where the company is licensed under Section 25 (Corresponds to section 8 of the Companies Act, 2013)”.[8]
TRANSMISSION OF SECURITIES
Transmission of securities has not been characterized by the Companies Act. Transmission by operation of law is not an transfer. It refers to those cases where a person gains an interest for property by operation any provision of law. for example, by right of legacy or progression or by reason of the indebtedness or lunacy of the holder of securities or by buy in a Court-deal. In this way, transmission of securities happens when the enrolled holder of securities kicks the bucket or is mediated as a wiped out, or if the holder of securities is an organization, it goes into liquidation. Since a perished individual can’t possess anything, the responsibility for his property goes, after his demise, to the individuals who legitimately speak to him. So also, when a man is proclaimed wiped out, his whole property vests in the Official Assignee or Official Receiver. Upon the demise of a sole enlisted holder of securities, so far as the organization is concerned, the legitimate delegates of the expired holder of securities are the main people having title to the securities unless securities-holder had selected a candidate, in which case he would be qualified for the prohibition of all others.
Secretarial Standard SS-6 on transmission of shares and debentures by ICSI provides for the procedure to be followed for transmission.
[1] Ankur Garg , Procedure for transfer of shares under companies act, 2013, http://www.caclubindia.com/forum/procedure-for-transfer-of-shares-under-companies-act-2013-304614.asp (last visited Apr 15, 2017).
[2] Section 56 (1) A company shall not register a transfer of securities of the company, or the interest of a member in the company in the case of a company having no share capital, other than the transfer between persons both of whose names are entered as holders of beneficial interest in the records of a depository, unless a proper instrument of transfer, in such form as may be prescribed, duly stamped, dated and executed by or on behalf of the transferor and the transferee and specifying the name, address and occupation, if any, of the transferee has been delivered to the company by the transferor or the transferee within a period of sixty days from the date of execution, along with the certificate relating to the securities, or if no such certificate is in existence, along with the letter of allotment of securities .- See more at: http://taxguru.in/company-law/procedure-transfer-shares-companies-act-2013.html#sthash.EjINHWNq.dpuf
[3] CS Ankur Garg, Procedure for Transfer of Shares under Companies Act, 2013 (2014), http://taxguru.in/company-law/procedure-transfer-shares-companies-act-2013.html (last visited Apr 15, 2017).
[4] Admin, Procedure for Transfer Of Shares (2015), http://taxguru.in/company-law/procedure-transfer-shares.html (last visited Apr 15, 2017).
[5] Procedure for Transfer of Shares under Companies Act- 2013, (2015), https://www.commerceduniya.com/2015/06/12/procedure-for-transfer-of-shares-under-companies-act-2013/ (last visited Apr 15, 2017).
[6] Frequently Asked Questions on Nomination of Shares Nomination of Shares – [Pursuant to Section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014], , http://tdps.co.in/downloads/nomination_of_shares_faq.pdf (last visited Apr 15, 2017).
[7] MINOR PROVISIONS IN CHAPTER II (COMPANIES ACT 2013), , https://aishmghrana.me/2013/09/03/minor-provisions-in-chapter-ii-companies-act-2013/ (last visited Apr 15, 2017).
[8] Can a partnership firm be a shareholder ? , , http://www.caclubindia.com/share_files/ (last visited Apr 15, 2017).
